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(3) Execute and deliver a bond declaration for each series of Bonds, specifying the terms under which each series of Bonds are issued, and making covenants for the benefit of Bondowners, including covenants to protect the tax-exempt status of the Bonds. (4) Solicit competitive proposals for the purchase of any series of Bonds and award the sale of that series to the proposer offering the most favorable terms to the City, or select one or more underwriters, negotiate the terms of the sale of any series of Bonds, and sell that series to those underwriters. (5) Undertake to provide continuing disclosure for each series of Bonds in accordance with Rule 15 c2-12 of the United States Securities and Exchange Commission. (6) Apply for ratings for each series of Bonds, determine whether to purchase municipal bond insurance or obtain other forms of credit enhancements for each series of Bonds, enter into agreements with the providers of credit enhancement, and execute and deliver related documents. (7) Appoint a paying agent for the Bonds and negotiate the terms of and execute an agreement with such paying agent. (8) Execute and deliver each series of Bonds to their purchaser. (9) Execute and deliver any agreements or certificates and take any other action in connection with each series of Bonds which the City Official finds is desirable to permit the sale and issuance of that series of Bonds in accordance with this Resolution. Section 3. Security for Bonds. The Bonds shall be general obligations of the City. The City hereby pledges its full faith and credit to pay the Bonds, and the City covenants for the benefit of the Bondowners that the City shall levy annually, as provided by law, in addition to its other ad valorem property taxes and outside the limitations of Sections 11 and 1 lb of Article IX of the Oregon Constitution, a direct ad valorem tax upon all of the taxable property within the City in sufficient amount, after considering discounts taken and delinquencies that may occur in the payment of such taxes, to pay the Bonds promptly as they mature. Section 4. Tax-Exempt Status. The City covenants to use the proceeds of the Bonds and to otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), so that interest paid on the Bonds will not be includable in gross income of the Bondowners. The City Official may enter into additional covenants on behalf of the City to protect the tax-exempt status of the Bonds. Section 5. Form and Execution. Each Bond shall be in substantially the form attached hereto as Exhibit A, with such changes as may be approved by the City Official. The Bonds shall be executed on behalf of the City with the facsimile or manual signatures of the City Official. Section 6. Reimbursement. The regulations issued under Section 150 of the Code require that an issuer of tax-exempt obligations declare its intention to use proceeds of tax-exempt obligations to reimburse expenditures. The City Council hereby declares its intention to use Bond proceeds (or the proceeds of any interim financing) to reimburse the City for costs of the Parks and Open Page 2 - Resolution J:\HWR\CITIES\EUGENE\2004 GO PARKS & OPEN SPACES\RESOLUTION (FINAL2).DOC